TERMS OF SERVICE
FOR CAFÉX COMMUNICATIONS INC.
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE CAFÉX MEETINGS SERVICE AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE "SERVICE") OF CAFÉX COMMUNICATIONS INC. ("US”, “WE” OR “OUR”) IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS OF SERVICE (THESE “TERMS OF SERVICE”).
BY EITHER CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, BY ORDERING THE SERVICE THROUGH AN ORDER FORM (AS DEFINED BELOW) THAT REFERENCES THESE TERMS OF SERVICE, OR BY UTILIZING THE SERVICE, YOU ACCEPT THE TERMS OF, AND AGREE TO BE BOUND BY, THESE TERMS OF SERVICE. IF YOU REGISTER FOR A FREE TRIAL FOR THE SERVICE, THE APPLICABLE PROVISIONS OF THESE TERMS OF SERVICE WILL ALSO GOVERN THAT FREE TRIAL. IF YOU HAVE ENTERED INTO ANOTHER AGREEMENT WITH US CONCERNING YOUR USE OF THE SERVICE, THEN THE TERMS OF THAT AGREEMENT SHALL CONTROL WHERE IT CONFLICTS WITH THESE TERMS OF SERVICE. THE SERVICE IS NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
THESE TERMS OF SERVICE MAY BE UPDATED BY US FROM TIME TO TIME AT OUR DISCRETION AS DESCRIBED IN SECTION 19(C). WE ENCOURAGE YOU TO REFER TO THESE TERMS OF SERVICE REGULARLY AT https://www.cafex.com/en/legal/ TO ENSURE YOUR COMPLIANCE.
These Terms of Service constitute a legal agreement between You and Us for use of the Service which You selected or initiated. "You" refers to the individual who is using or accessing the Service or is registered and/or has provided payment for the Service or, if an individual is subscribing for the Service on behalf of an entity and is authorized to subscribe for the Service on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms hereof, do not accept the terms hereof or use or access the Service.
Any software, instruction sets and related documentation associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
- DEFINITIONS. For purposes of these Terms of Service, the following terms shall have the following meanings:
- “Content” means all data, documents, information and other content sent by You or a Participant or displayed or uploaded by You or a Participant in using the Service.
- "Host" means an individual who can schedule and start Meetings. Every Meeting will have one Host.
- "Initial Term" means the initial subscription term for the Service as specified in an Order Form. The Initial Term shall begin on the date set forth in the applicable Order Form.
- "Meeting" means a CaféX meeting.
- "Named Host" means Your identified employee or contractor to whom You give the right to Host Meetings. A Named Host may host an unlimited number of Meetings, but only one Meeting at a tim A Named Host license may not be shared or used by anyone other than the individual licensed to be a Named Host.
- “Order Form” means an order from or online registration form pursuant to which You order Your subscription for the Service.
- "Participant" means an individual, other than the Host, who participates in a Meetin
- "Renewal Term" means the renewal subscription term for a Service commencing after the Initial Term or another Renewal Term as specified in an Order Form.
- “Reseller” means any other party authorized by Us to resell, distribute, or promote the Service.
- “Users” means Hosts and Participants, collectively.
- SERVICE. We will provide the Service, and You may access and use the Service, in accordance with these Terms of Service. You shall order the Service by completing an Order Form. The Order Form may contain additional terms and conditions and information regarding the Service you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the Service which You choose to use, those additional terms are hereby incorporated into these Terms of Service. We may at our sole discretion, discontinue the Service or modify the features of the Service from time to time without prior notice. Use of the Service requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, Your ability to use such Service may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility. Information regarding minimum system requirements to use the Service can be found at https://www.cafexmeetings.com/en/support/requirements-prerequisites/
- FREE TRIAL. If You register for a free trial of the Service, You shall be entitled to use the Service on a trial basis free of charge until the earlier of (a) the end of the thirty (30) day free trial period for which You registered, or (b) the start date of any paid subscription ordered by You for the Service. A free trial shall include subscriptions for the number of Users approved by Us in writing (up to twenty (20) Users). SUPPORT DURING A FREE TRIAL SHALL NOT BE PROVIDED ON A 24X7 BASIS.
- RESPONSIBILITY FOR REGISTRATION INFORMATION; CONTENT; USAGE RESTRICTIONS. You may be required to provide information about Yourself in order to register for and/or use the Service. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party. You agree that You are solely responsible for the Content sent by You and Participants authorized by You, or displayed or uploaded by You or such Participants when using the Service. We require certain licenses from You to Content to operate and enable the Service. When you or Participants authorized by You send, display or upload Content to the Service, you grant Us a worldwide, limited-term license to host, copy, transmit and display such Content as reasonably necessary for Us to provide the Service in accordance with these Terms and Conditions. You are solely responsible for the Content, including for securing all rights from Participants necessary for Us to provide the Service without violating the rights of any third party. For example, You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. We may deny access to the Service to any User who is alleged to infringe another party's copyright. We do not monitor Your Content, except (a) as needed to provide, support or improve the provision of the Service, (b) to detect, prevent, or otherwise address fraud, security, unlawful, or technical issues, (iii) where instructed or permitted by you, or (c) as otherwise required by law or to enforce these Terms of Service or exercise or protect Our legal rights. In addition, non-personally identifiable data and information generated by the Service may be used by Us and Our suppliers, licensors and contractors for purposes such as, but not limited to, troubleshooting, optimization and tuning, system improvements and customer support. You agree that You will not use the Service in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings. It is Your sole responsibility to ensure you have the right to use all features of the Service in your jurisdiction. The Service may not be available in all countries and it may not be available for use in any particular location. We may modify or discontinue Service features to comply with applicable laws and regulations. You further agree not to use the Service to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. You further agree not to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act. You further agree not to upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Service in any way or which does or is intended to harm or extract information or data from other hardware, software or networks owned or used by Us or other Users of Service. Recognizing the global nature of the Internet, You also agree to comply with applicable local rules or codes of conduct (including codes imposed by Your employer) regarding online behavior and acceptable Content and the transmission of technical data exported from the United States or the country in which You reside. We reserve the right to investigate and take appropriate action against anyone who, in Our sole discretion, is suspected of violating this provision, including without limitation, reporting You to law enforcement authorities or suspending Your use of the Service. Use of the Service is void where prohibited. Although We are not responsible for any Content in violation of this provision, We may delete any such Content of which We become aware, at any time without notice to You. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Service.
- LIMITATIONS ON USE. The Service may be used for internal business purposes only. You will not reproduce, resell, or distribute the Service or any reports or data generated by the Service for any purpose unless You have been specifically permitted to do so under a separate agreement with Us. You will not offer or enable any third parties to use the Service subscribed for by You, display on any website or otherwise publish the Service or any Content obtained from the Service (other than Content created by You) or otherwise generate income from the Service or use the Service for the development, production or marketing of a service or product substantially similar to the Service. You shall not engage in any activity or use the Service in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Service, or any servers or networks connected to the Service or Our security systems. In order to prevent any fraud, exploitation or abuse of the Service (if it permits a Host to host an unlimited number of Meetings and or Meetings for an unlimited duration), You agree to limit Your use to normal, reasonable use as compared with the types and levels of usage by typical customers on the Service. We may determine that abnormal, unreasonable or impermissible usage is occurring, and may take appropriate steps, including suspension or termination of Service, even if the number of minutes or storage space used is not excessive, when Your calling patterns during more than one month reflect excessive call lengths, uninterrupted meeting recordings, excessive recorded meeting length, calls made outside of business hours, other calling patterns indicative of an attempt to evade the terms of these Terms of Service.
- RESPONSIBILITY FOR CONTENT OF OTHERS. It is possible that other Users of the Service may violate one or more of the above prohibitions. We assume no responsibility or liability for such violation. If You become aware of any violation of these Terms of Service in connection with use of the Service by any other person, please contact us at email@example.com. We may investigate any complaints and violations that come to Our attention and may take any action that We believe is appropriate, including, but not limited to issuing warnings, removing the Content or terminating accounts and/or User profiles. However, because situations and interpretations vary, We also reserve the right not to take any action. Under no circumstances will We be liable in any way for any data or other content viewed while using the Service, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. If at any time You are not happy with the Service, Your sole remedy is to cease using the Service.
- ELIGIBILITY. You affirm that You are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. Although we cannot absolutely control whether minors gain unauthorized access to the Service, access may be terminated without warning if we believe that You are underage or otherwise ineligible.
- FEES AND PAYMENTS. You agree to pay all fees for the Service set forth in the Order Form for the Initial Term and each Renewal Term. We may change prices at any time; provided, however, that (a) no price increase shall apply to You during Your then current Initial Term or Renewal Term, as the case may be, (b) We will notify You of any price increase that would apply to any Renewal Term. All fees are exclusive of, and You are responsible for, applicable federal, state, or local sales, use, excise or other applicable taxes, other than taxes on Our net income. You shall pay or reimburse Us for any such taxes and We may add any such taxes to invoices we submit to You. Except as otherwise specified herein or in an Order Form, (x) fees are based on subscriptions purchased and not actual usage, and (y) quantities purchased cannot be decreased during the then current Initial Term or Renewal Term, as the case may be. You agree that in the event We are unable to collect the fees owed to Us for the Service, We may take any other steps We deem necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Us in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that We may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your subscription at any time. Except as otherwise specified herein or in an Order Form, (x) fees are based on subscriptions purchased and not actual usage, and (y) quantities purchased cannot be decreased during the then current Initial Term or Renewal Term, as the case may be. If you cancel, you will not be billed for any additional Renewal Term, and the Service will continue until the end of the then current Initial Term or Renewal Term, as the case may be. If you cancel, you will not receive a refund for any service already paid for.
- PROPRIETARY RIGHTS. We and/or Our suppliers and licensors, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks, service marks, logos, and domain names ("Our Marks") associated or displayed with the Service. You may not frame or utilize framing techniques to enclose any of Our Marks, or any of Our other proprietary information (including images, text, page layout, or form) without Our express written consent. You may not use any meta tags or any other "hidden text" utilizing Our Marks without Our express written consent.
- MEETING RECORDINGS. You may elect to record a Meeting. When You record a Meeting, the video and audio are recorded in Our cloud. The recording files can then be downloaded to the Host’s computer. The Meeting recording will be deleted after the Meeting has concluded and will be lost if not downloaded by the Host.
- TERMINATION; SURVIVAL. If You decide to terminate the Service, such termination will be effective on the last day of the then current Initial Term or Renewal Term, as the case may be. If you terminate, you will not receive a refund for any service already paid for. Unless otherwise provided in Your Order Form, a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. If You fail to comply with any provision of these Terms of Service, We may terminate these Terms of Service immediately and retain any fees previously paid by You. Sections 6 through 18, inclusive, shall survive any termination of these Terms of Service. Upon any termination of these Terms of Service, You must cease any further use of the Service and destroy any copies of associated software within Your possession and control. You will not destroy or attempt to harm the Service or associated software on Our servers or Our network.
- EXPORT RESTRICTIONS. You acknowledge that the Service, or portions thereof, may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
- INJUNCTIVE RELIEF. You acknowledge that any use of the Service contrary to these Terms of Service, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to Us, our affiliates, suppliers, licensors and Resellers, and under such circumstances We, its affiliates, suppliers, licensors and Resellers will be entitled to seek equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
- NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED "AS IS" AND WE, OUR AFFILIATES, SUPPLIERS, LICENSORS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE, OUR AFFILIATES, SUPPLIERS, LICENSORS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU. WE DO NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. You agree to indemnify, defend and hold harmless Us, our affiliates, officers, directors, employees, consultants, agents, suppliers, licensors and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Service, Your violation of these Terms of Service or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, We, our affiliates, suppliers, licensors and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS, LICENSORS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF WE, ITS AFFILIATES, SUPPLIERS, LICENSORS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR AND OUR AFFILIATES', SUPPLIERS', LICENSORS’ AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
- FEEDBACK. You have no obligation to provide Us with ideas, suggestions, or proposals (“Feedback”). However, if You submit Feedback to Us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
- Choice of Law and Forum. These Terms of Service shall be governed by and construed under the laws of the State of New York, U.S.A., as applied to agreements entered into and to be performed in New York by New York residents. The parties consent to the exclusive jurisdiction and venue of the state courts located in and serving New York County, New York and the federal courts in the Southern District of New York.
- Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, these Terms of Service will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms of Service is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms of Service will remain in full force and effect.
- Modification of these Terms of Service. We may elect to update these Terms of Service from time to time at our sole discretion, including, for example, to reflect changes to the law or changes to the Service. You should look at the terms regularly. If We do, We will post the updated terms and, if the changes are material, We will endeavor to notify You. If another Renewal Terms occurs, or if You purchase additional subscriptions or additional functionality for the Service after the updated Terms of Service have been posted, You agree to the updated Terms of Service unless Your existing agreement with Us expressly prohibits updating the Terms of Service by this mechanism.
- Third Party Products. In order to use certain portions of the Service, You may be notified that You are required to (a) download third party software or use a third party service which is subject to separate terms between You and the provider of such software or service. You agree that We shall have no liability or obligation relating to such third party software or service.
- Force Majeure. Except for payment obligations, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, unavailability of third party hosting services, or the stability or availability of the Internet or connectivity outside of the control of a party.
- Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- General Provisions. These Terms of Service embody the entire understanding and agreement between the parties respecting the subject matter of these Terms of Service and supersede any and all prior understandings and agreements between the parties respecting such subject matter, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Service, then such agreement shall control to the extent that any provision of these Terms of Service conflicts with the terms of such agreement. Neither party shall be bound by any additional or different terms that might appear in any acknowledgements, purchase orders, quotations, proposals, or in any other communications between us, unless those terms are expressly agreed to by a written signed amendment between the parties. We may assign Our rights and delegate Our obligations in whole or in part to an affiliate or subcontractor without Your consent. Other than the above, neither party may assign or delegate these Terms of Service. These Terms of Service have been prepared in the English Language and such version shall be controlling in all respects and any non-English version of these Terms of Service is solely for accommodation purposes. Any and all of Our rights and remedies upon Your breach or other default under these Terms of Service will be deemed cumulative and not exclusive of any other right or remedy conferred by these Terms of Service or by law or equity on Us, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in these Terms of Service are for reference only and will not be considered in construing these Terms of Service.
- Notices. All notices under these Terms of Service must be given in writing and delivered either by hand, e-mail (receipt confirmed in the case of notices from You to Us), certified mail (return receipt requested, postage pre-paid), facsimile (with evidence of a successful transmission), or nationally recognized overnight delivery service (all delivery charges pre-paid. Notices from Us to You shall be provided to the contact information We have on file for You. Notices from You to Us shall be provided to CaféX Communications Inc., 135 West 41st Street, Suite 05-108, New York, NY 10036.USA, Attn: Financial Copntroller, or if by email, to firstname.lastname@example.org. All such notices to Us shall be effective on the date actually received, or in the case of mailed notices, three (3) business days (or seven (7) business days in the case of an international mailing) after such mailing. The above addresses/contact information may be changed at any time by giving prior written notice as above provided.
- Affiliates, Resellers. In certain jurisdictions, We may have Our affiliate or subcontractor provide the Service (or some portion of the Service), and/or you may purchase the Service from Us or a Reseller. While Our affiliate or subcontractor may provide the Service or some portion of the Service, We are responsible for their performance under these Terms of Service.
- U.S. Government End User Purchasers. Software provided by Us to use the Service, if any, and associated documentation are "commercial items," as defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Government end users will acquire, such software and associated documentation with only those rights set forth in this Agreement. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government.
Last modified - Neil Ellis - 2018-11-15
You can also download a copy of this Policy here.